================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   ----------

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 1999       Commission file number 1-27


                                   TEXACO INC.
           (Exact name of the registrant as specified in its charter)


            Delaware                                             74-1383447
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


    2000 Westchester Avenue
    White Plains, New York                                          10650
(Address of principal executive offices)                          (Zip Code)



        Registrant's telephone number, including area code (914) 253-4000

                                   ----------

     Texaco Inc. (1) HAS FILED all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) HAS BEEN subject to such filing requirements for the past 90 days.

     As of April 30, 1999, there were outstanding  536,492,771  shares of Texaco
Inc. Common Stock - par value $3.125.

================================================================================



<PAGE>

                         PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                   TEXACO INC.
                        STATEMENT OF CONSOLIDATED INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
               --------------------------------------------------
                     (Millions of dollars, except as noted)

                                                                                        (Unaudited)
                                                                                   ----------------------
                                                                                   For the three months
                                                                                      ended March 31,
                                                                                   ----------------------
                                                                                   1999              1998
                                                                                   ----              ----
<S>                                                                             <C>               <C>     
         REVENUES
              Sales and services                                                $  6,914          $  7,922
              Equity in income of affiliates,
                  interest,  asset sales and other                                   276               225
                                                                                --------          --------
                                                                                   7,190             8,147
                                                                                --------          --------
         DEDUCTIONS
              Purchases and other costs                                            5,450             6,114
              Operating expenses                                                     559               580
              Selling, general and administrative expenses                           290               276
              Exploratory expenses                                                   130               141
              Depreciation, depletion and amortization                               361               388
              Interest expense                                                       121               118
              Taxes other than income taxes                                           76               116
              Minority interest                                                       19                15
                                                                                --------          --------
                                                                                   7,006             7,748
                                                                                --------          --------

         Income before income taxes and cumulative effect
              of accounting change                                                   184               399

         Provision for (benefit from) income taxes                                   (15)              140
                                                                                --------          --------

         Income before cumulative effect of accounting change                        199               259

         Cumulative effect of accounting change                                       --               (25)
                                                                                --------          --------

         NET INCOME                                                             $    199          $    234
                                                                                ========          ========

         Preferred stock dividend requirements                                  $     13          $     14
                                                                                --------          --------

         Net income available for common stock                                  $    186          $    220
                                                                                ========          ========

         Per common share (dollars)
              Basic net income                                                  $    .35          $    .41
              Diluted net income                                                $    .35          $    .42

              Cash dividends paid                                               $    .45          $    .45

         Average shares outstanding for computation of
              earnings per share (thousands)
              Basic                                                              526,230           531,914
              Diluted                                                            526,892           551,421


<FN>
                         See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


                                      - 1 -

<PAGE>

<TABLE>
<CAPTION>
                                                         TEXACO INC.
                                                 CONSOLIDATED BALANCE SHEET
                                         AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
                                         ------------------------------------------
                                                   (Millions of dollars)
                                                                                         March 31,               December 31,
                                                                                           1999                      1998
                                                                                        -----------              ------------
                                                                                        (Unaudited)
                                                                                        -----------
<S>                                                                                          <C>                    <C>    
ASSETS
   Current Assets
      Cash and cash equivalents                                                              $   263                $   249
      Short-term investments - at fair value                                                      85                     22
      Accounts and notes receivable, less allowance for doubtful
           accounts of  $27 million in 1999 and $28 million in 1998                            3,483                  3,955
      Inventories                                                                              1,296                  1,154
      Deferred income taxes and other current assets                                             337                    256
                                                                                             -------                -------
           Total current assets                                                                5,464                  5,636

   Investments and Advances                                                                    6,787                  7,184

   Properties, Plant and Equipment - at cost                                                  35,861                 35,494
   Less - accumulated depreciation, depletion and amortization                                21,048                 20,733
                                                                                             -------                -------
      Net properties, plant and equipment                                                     14,813                 14,761

   Deferred Charges                                                                            1,015                    989
                                                                                             -------                -------

           Total                                                                             $28,079                $28,570
                                                                                             =======                =======

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities
      Short-term debt                                                                        $   700                $   939
      Accounts payable and accrued liabilities
           Trade liabilities                                                                   1,980                  2,302
           Accrued liabilities                                                                 1,131                  1,368
      Estimated income and other taxes                                                           682                    655
                                                                                             -------                -------
           Total current liabilities                                                           4,493                  5,264

   Long-Term Debt and Capital Lease Obligations                                                6,784                  6,352
   Deferred Income Taxes                                                                       1,541                  1,644
   Employee Retirement Benefits                                                                1,263                  1,248
   Deferred Credits and Other Noncurrent Liabilities                                           1,532                  1,550
   Minority Interest in Subsidiary Companies                                                     690                    679
                                                                                             -------                -------
           Total                                                                              16,303                 16,737
   Stockholders' Equity
      Market Auction Preferred Shares                                                            300                    300
      ESOP Convertible Preferred Stock                                                           378                    428
      Unearned employee compensation and benefit plan trust                                     (331)                 (334)
      Common stock (authorized: 700,000,000 shares, $3.125 par value;
           567,576,504 shares issued in 1999; 567,606,290 shares issued in 1998)               1,774                  1,774
      Paid-in capital in excess of par value                                                   1,627                  1,640
      Retained earnings                                                                        9,519                  9,561
      Other accumulated nonowner changes in equity
         Currency translation adjustment                                                        (107)                 (107)
         Minimum pension liability adjustment                                                    (24)                  (24)
         Unrealized net gain on investments                                                       10                     30
                                                                                             -------                -------
           Total other accumulated nonowner changes in equity                                   (121)                 (101)
                                                                                             -------                -------
                                                                                              13,146                 13,268
      Less - Common stock held in treasury, at cost                                            1,370                  1,435
                                                                                             -------                -------
         Total stockholders' equity                                                           11,776                 11,833
                                                                                             -------                -------
           Total                                                                             $28,079                $28,570
                                                                                             =======                =======

<FN>
                              See  accompanying  notes to consolidated financial statements.
</FN>
</TABLE>

                                       -2-
<PAGE>

<TABLE>
<CAPTION>
                                                         TEXACO INC.
                                       CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
                                     FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                     --------------------------------------------------
                                                    (Millions of dollars)
                                                                                                     (Unaudited)
                                                                                              -----------------------
                                                                                                For the three months
                                                                                                   ended March 31,
                                                                                              -----------------------
                                                                                              1999               1998
                                                                                              ----               ----
<S>                                                                                           <C>                <C>  
OPERATING ACTIVITIES
   Net income                                                                                 $ 199              $ 234
   Reconciliation to net cash provided by (used in)
      operating activities
         Cumulative effect of accounting change                                                  --                 25
         Depreciation, depletion and amortization                                               361                388
         Deferred income taxes                                                                 (83)                 56
         Exploratory expenses                                                                   130                141
         Minority interest in net income                                                         19                 15
         Dividends from affiliates, less than equity
            in income                                                                           (71)              (130)
         Gains on asset sales                                                                   (22)                (5)
         Changes in operating working capital                                                  (377)              (242)
         Other - net                                                                              6                175
                                                                                              -----              -----
            Net cash provided by operating activities                                           162                657

INVESTING ACTIVITIES
   Capital and exploratory expenditures                                                        (529)              (784)
   Proceeds from asset sales                                                                     46                 42
   Purchases of investment instruments                                                         (178)              (256)
   Sales/maturities of investment instruments                                                   504                247
   Collection of note from affiliate                                                            101                  -
                                                                                              -----              -----
            Net cash used in investing activities                                               (56)              (751)

FINANCING ACTIVITIES
   Borrowings having original terms in excess
      of three months
         Proceeds                                                                               837                396
         Repayments                                                                            (243)              (277)
   Net increase (decrease) in other borrowings                                                 (419)               363
   Purchases of common stock                                                                     --               (105)
   Dividends paid to the company's stockholders
      Common                                                                                   (237)              (239)
      Preferred                                                                                  (3)                (5)
   Dividends paid to minority shareholders                                                       (8)                (9)
                                                                                              -----              -----
            Net cash provided by (used in) financing activities                                 (73)               124

CASH AND CASH EQUIVALENTS
   Effect of exchange rate changes                                                              (19)                (6)
                                                                                              -----              -----
   Increase during period                                                                        14                 24
   Beginning of year                                                                            249                311
                                                                                              -----              -----
   End of period                                                                              $ 263              $ 335
                                                                                              =====              =====


<FN>
            See  accompanying   notes  to  consolidated financial statements.
</FN>
</TABLE>

                                       -3-
<PAGE>

<TABLE>
<CAPTION>
                                                         TEXACO INC.
                               CONDENSED STATEMENT OF CONSOLIDATED NONOWNER CHANGES IN EQUITY
                                     FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                               --------------------------------------------------------------
                                                    (Millions of dollars)
                                                                                                     (Unaudited)
                                                                                                --------------------
                                                                                                For the three months
                                                                                                   ended March 31,
                                                                                                --------------------
                                                                                              1999               1998
                                                                                              ----               ----

<S>                                                                                            <C>                <C> 
   NET INCOME                                                                                  $199               $234
   Other nonowner changes in equity (net of tax)
      Currency translation adjustment                                                            --                 (2)
      Minimum pension liability adjustment                                                       --                  2
      Unrealized net gain (loss) on investments                                                (20)                  5
                                                                                               ----               ----
                                                                                               (20)                  5
                                                                                               ----               ----
   TOTAL NONOWNER CHANGES IN EQUITY                                                            $179               $239
                                                                                               ====               ====
</TABLE>







                                                      TEXACO INC.
                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ------------------------------------------

Note 1. Segment Information
---------------------------

<TABLE>
<CAPTION>
                                                      Sales and Services
                                                      ------------------                 After               Assets
                                                              Inter-                       Tax                 at
Quarter Ended March 31, 1999                       Outside    Segment    Total       Profit (Loss)         Quarter-End
----------------------------                       -------    -------    -----       -------------         -----------
                                                                          (Millions of dollars)
                                                                               (Unaudited)
<S>                                                 <C>         <C>     <C>               <C>                <C>    
Exploration and production
     United States                                  $  349      $296    $  645            $ 38               $ 8,698
     International                                     445       239       684             (20)                4,421
Refining, marketing and distribution
     United States                                     605         3       608              63                 3,999
     International                                   4,552        39     4,591             220                 8,421
Global gas marketing                                   948        24       972              12                   752
                                                    ------      ----    ------            ----               -------
     Segment totals                                 $6,899      $601     7,500             313                26,291
Other business units                                ======      ====        23              (6)                  553
Corporate/Non-operating                                                      1            (108)                1,407
Intersegment eliminations                                                 (610)             --                  (172)
                                                                        ------            ----               -------
     Consolidated                                                       $6,914            $199               $28,079
                                                                        ======            ====               =======
</TABLE>





                                      - 4 -
<PAGE>

<TABLE>
<CAPTION>
                                                      Sales and Services
                                                      ------------------                 After               Assets
                                                              Inter-                       Tax                 at
Quarter Ended March 31, 1998                       Outside     Segment      Total    Profit (Loss)      December 31, 1998
----------------------------                       -------     -------      -----    -------------      -----------------
                                                                (Millions of dollars)                 (Millions of dollars)
                                                                     (Unaudited)
<S>                                                <C>        <C>         <C>          <C>                   <C>    
Exploration and production
     United States                                 $   488    $   454     $   942      $   108               $ 8,699
     International                                     529        296         825           48                 4,352
Refining, marketing and distribution
     United States                                     716         55         771           47                 4,095
     International                                   4,954         11       4,965          182                 8,306
Global gas marketing                                 1,217         19       1,236           (9)                  879
                                                   -------    -------     -------      -------               -------
     Segment totals                                $ 7,904    $   835       8,739          376                26,331
Other business units                               =======    =======          26            2                   506
Corporate/Non-operating                                                         2         (119)                1,945
Intersegment eliminations                                                    (845)          --                  (212)
     Consolidated, before cumulative                                      -------      -------               -------
     effect of accounting change                                          $ 7,922      $   259               $28,570
                                                                          =======      =======               =======
</TABLE>


Note 2. Inventories
-------------------

The inventory accounts of Texaco are presented below (in millions of dollars):

<TABLE>
<CAPTION>
                                                                                                 As of
                                                                                 -------------------------------------
                                                                                 March 31,                December 31,
                                                                                   1999                       1998
                                                                                 ---------                ------------
                                                                                (Unaudited)

<S>                                                                               <C>                       <C>   
     Crude oil                                                                    $  194                    $  116
     Petroleum products and petrochemicals                                           868                       799
     Other merchandise                                                                31                        40
     Materials and supplies                                                          203                       199
                                                                                  ------                    ------
          Total                                                                   $1,296                    $1,154
                                                                                  ======                    ======
</TABLE>


Note 3. Redemption of Series F ESOP Convertible Preferred Stock
---------------------------------------------------------------

On February 16, 1999,  each share of Series F ESOP  Convertible  Preferred Stock
was converted into 20 shares, or 1.1 million shares in total, of Common Stock of
Texaco Inc., after we called the Series F for redemption.

Note 4. Other Financial Information, Commitments and Contingencies
------------------------------------------------------------------

Information  relative to  commitments  and  contingent  liabilities of Texaco is
presented in Note 16, pages 67-68, of our 1998 Annual Report.

On April 7, 1999,  the federal  court in Texas  approved a settlement  agreement
with most of the plaintiffs in the seventeen  purported class actions pending in
Texas and six other states. The plaintiffs alleged that Texaco and approximately
fifty other oil  companies  underpaid  royalties  and  severance  taxes to them.
Similar claims by the federal and various state governments remain unresolved.




                                      - 5 -

<PAGE>

In June  1997,  Caltex  Corporation  received  a claim  from the  United  States
Internal Revenue Service (IRS) for $292 million in excise taxes, $140 million in
penalties and $1.6 billion in interest.  The IRS claim relates to sales of crude
oil by Caltex to Japanese  customers  beginning  in 1980.  Caltex  believes  the
underlying  claim for excise taxes and penalties is wrong and that the claim for
interest  is  flawed.  We believe  that this  claim is without  merit and is not
anticipated to be materially important in relation to our consolidated financial
position or results of operations.  In May 1998, Caltex filed a complaint in the
United States Court of Federal  Claims asking the Court to hold that Caltex owes
nothing on the IRS claim. A decision by the Court remains  pending.  In February
1999,  Caltex  renewed a letter of credit  for $2.5  billion to the IRS that was
required to pursue the claim.  In May 1999,  the IRS agreed to reduce the letter
of credit to $200 million. Texaco and its 50% partner, Chevron Corporation, have
severally  guaranteed  Caltex'  letter of credit  obligation  to a syndicate  of
banks.


                                   ----------


It is impossible for us to ascertain the ultimate legal and financial  liability
with respect to  contingencies  and commitments.  However,  we do not anticipate
that the  aggregate  amount of such  liability in excess of accrued  liabilities
will be materially important in relation to our consolidated  financial position
or results of operations.




Note 5. Investments in Significant Equity Affiliates
----------------------------------------------------

U.S. Downstream Alliances

Summarized unaudited financial  information for Equilon,  formed January 1, 1998
and jointly owned 44% by Texaco and 56% by Shell Oil Company, is presented below
on a 100% Equilon basis (in millions of dollars):

<TABLE>
<CAPTION>
                                                                              For the three months
                                                                                 ended March 31,
                                                                              --------------------
                                                                              1999            1998
                                                                              ----            ----
<S>                                                                          <C>             <C>   
                  Gross revenues                                             $5,779          $6,360
                  Income before income taxes                                 $  171          $  112
</TABLE>

Summarized unaudited financial  information for Motiva,  formed July 1, 1998 and
jointly  owned  32.5%  each by Texaco  and Saudi  Refining,  Inc.  (a  corporate
affiliate of Saudi Aramco) and 35% by Shell Oil Company, is presented below on a
100% Motiva basis (in millions of dollars):

<TABLE>
<CAPTION>
                                                                              For the three months
                                                                              ended March 31, 1999
                                                                              --------------------
<S>                                                                                 <C>   
                  Gross revenues                                                    $2,242
                  Income before income taxes                                        $   41
</TABLE>

We account for our  interests in Equilon and Motiva  using the equity  method of
accounting.  Under this method,  we record our share of  Equilon's  and Motiva's
results of operations  on a one-line  basis to Equity in Income of Affiliates in
the Statement of Consolidated Income. Additionally, since Equilon and Motiva are
limited liability  companies,  we record the provision and related liability for
income taxes applicable to our share of Equilon's and Motiva's pre-tax income in
our consolidated financial statements.

Caltex Group of Companies

Summarized  unaudited  financial  information for the Caltex Group of Companies,
owned 50% by Texaco and 50% by Chevron Corporation, is presented below on a 100%
Caltex Group basis (in millions of dollars):

                                      - 6 -

<PAGE>

<TABLE>
<CAPTION>
                                                                              For the three months
                                                                                 ended March 31,
                                                                              --------------------
                                                                              1999            1998
                                                                              ----            ----
<S>                                                                          <C>             <C>   
                  Gross revenues                                             $3,960          $4,306
                  Income before income taxes                                 $  289          $  320
                  Income before cumulative effect
                      of  accounting change                                  $  203          $  205
                  Net income                                                 $  203          $  155
</TABLE>

Effective January 1, 1998, Caltex adopted a new accounting  standard,  Statement
of Position 98-5, "Reporting on the Costs of Start-Up Activities," issued by the
American Institute of Certified Public Accountants. This resulted in a change in
accounting  for  start-up  costs at Caltex'  Thailand  refinery.  Caltex'  first
quarter 1998 results  included a $50 million charge (no tax benefit)  associated
with this accounting change.



                              * * * * * * * * * * *



In the  determination  of unaudited  financial  statements  for the  three-month
periods ended March 31, 1999 and 1998, our accounting policies have been applied
on a basis  consistent  with the  application  of such policies in our financial
statements  issued in our 1998 Annual Report.  In our opinion,  we have made all
adjustments  and  disclosures   necessary  to  present  fairly  our  results  of
operations  for  such  periods.   These  adjustments  include  normal  recurring
adjustments.  The information is subject to year-end audit by independent public
accountants.  We make no forecasts or representations  with respect to the level
of net income for the year 1999.



                              * * * * * * * * * * *



                      SUPPLEMENTAL MARKET RISK DISCLOSURES

We are exposed to the following types of market risks:
o  The price of crude oil, natural gas and petroleum products
o  The value of foreign currencies in relation to the U.S. dollar
o  Interest rates

We use derivative financial instruments,  such as futures, forwards, options and
swaps, in managing these risks.  There were no material changes during the first
quarter of 1999 in our  exposures to loss from  possible  future  changes in the
price of crude oil, natural gas and petroleum products,  or from possible future
changes in the value of foreign currencies in relation to the U. S. dollar.

The  Liquidity  section  of the  MD&A  appearing  on page 11 of this  Form  10-Q
describes financing and related hedging  transactions we entered into during the
first quarter of 1999 and shortly thereafter. As a result of those transactions,
our variable rate debt,  before the effects of interest  rate swaps,  now totals
$2.2  billion,  as compared  with $2.7  billion at year-end  1998.  The notional
amount of  interest  rate swaps  increased  $850  million  and now  totals  $1.6
billion.  Based on our present  interest rate exposure on variable rate debt and
interest rate swaps,  a  hypothetical  increase or decrease in interest rates of
200  basis  points  would  not  materially  affect  our  consolidated  financial
position, net income or cash flows.

                                      -7 -

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------


RESULTS OF OPERATIONS
---------------------

Texaco's  net income for the first  quarter of 1999 was $199  million  ($.35 per
share).  This  compares  with net income  for the first  quarter of 1998 of $234
million ($.42 per share). Both periods included special items. Excluding special
items,  income was $105 million  ($.18 per share) for the first  quarter of 1999
and $259 million ($.46 per share) for the first quarter of 1998.

Continuing  low crude oil and natural gas prices  through early March and a high
level of exploratory expenses depressed our first quarter earnings. Fortunately,
prices have recently strengthened significantly, which is a very positive signal
for the rest of the year.  We are also  encouraged  by the  results  of our cost
containment programs, which have reduced our expenses per barrel by six percent,
and by the  acceleration by our U.S.  downstream  alliances of targeted  synergy
benefits during 1999.

Our worldwide  production levels declined as a result of operational problems in
the U.K. North Sea, which impacted expected  production by approximately  30,000
barrels per day, and in the U.S., due to reduced capital  spending by Texaco and
other operators in reaction to the  significantly  lower prices for oil and gas.
In April, production in the U.K. North Sea returned to normal levels and overall
worldwide  production is expected to be higher in the second quarter and for the
remainder of the year.

Despite the  challenges  our  industry  faced this past year,  we  continued  to
aggressively  search for new sources of  production  and in the first quarter of
1999, we announced two significant exploratory successes offshore Nigeria.

In the U.S.  downstream,  after a slow start, margins improved late in the first
quarter.   While  first  quarter  earnings  were  weaker  in  the  international
downstream  compared to last year,  the  stabilization  of markets in the Caltex
region  and in  Brazil in March  are  encouraging  signs  which  should  lead to
improved margins in the months ahead.

Results for the first  quarter of 1999 and 1998 are  summarized in the following
table.  Details on special  items are  included  in the segment  analysis  which
follows this table.

<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                         ------------------------
                                                                          For the three months
                                                                             ended March 31,
                                                                         ------------------------
                                                                         1999                1998
                                                                         ----                ----
                                                                          (Millions of Dollars)

<S>                                                                      <C>                 <C> 
Income before special items                                              $105                $259

Inventory valuation adjustments                                            83                   -
Production tax refund                                                      11                   -
                                                                         ----                ----
Special items                                                              94                   -
                                                                         ----                ----

Adoption of new accounting standard
     Cumulative effect of accounting change                                 -                (25)
                                                                         ----                ----

Net income                                                               $199                $234
                                                                         ====                ====
</TABLE>

Effective  January 1, 1998,  our  affiliate,  Caltex,  adopted a new  accounting
standard,  Statement  of  Position  98-5,  "Reporting  on the Costs of  Start-Up
Activities,"  issued by the American Institute of Certified Public  Accountants.
This  resulted in a change in  accounting  for  start-up  costs at its  Thailand
refinery.  Our  first  quarter  1998  results  included  a  $25  million  charge
associated with this accounting change.

                                      - 8 -
<PAGE>

OPERATING RESULTS

     EXPLORATION AND PRODUCTION
         United States

Exploration  and  production  earnings in the U.S. for the first quarter of 1999
were $38 million,  as compared  with $108 million for the first quarter of 1998.
Results for 1999 included a special  benefit of $11 million for a production tax
refund.  Excluding  the special  benefit,  results for the first quarter of 1999
totaled $27 million.

U.S.  exploration  and  production  earnings for the first  quarter of 1999 were
below last year mostly due to lower crude oil and natural gas prices.  Continued
weakness in worldwide demand growth and high inventory levels contributed to the
decline in prices.  For the first quarter of 1999,  average  realized  crude oil
prices were $9.11 per barrel, 23 percent below last year and average natural gas
prices were $1.79 per MCF, 16 percent below last year. However,  prices began to
rise in  March as OPEC  and  several  non-OPEC  countries  announced  production
cutbacks and worldwide inventory levels began to decline.

Daily  production  for the first  quarter of 1999 was 12 percent lower than last
year due to natural field declines.  Capital expenditures were reduced by Texaco
and other operators given the low prevailing commodity prices.

Expenses  were lower as a result of cost savings from the  restructuring  of our
worldwide upstream  organization.  Exploratory expenses for the quarter were $54
million before tax, $42 million below last year.

         International

Exploration  and  production  results  outside the U.S. for the first quarter of
1999 were a loss of $20 million,  as compared  with  earnings of $48 million for
the first quarter of 1998.

International exploration and production operating results for the first quarter
of 1999 were  below  last year  mostly due to lower  crude oil and  natural  gas
prices and higher  exploratory  expenses.  Industry  fundamentals  of low demand
growth and high inventories kept downward pressure on commodity prices.  For the
first quarter of 1999,  average realized crude oil prices were $9.88 per barrel,
17 percent  lower than last year and  average  natural gas prices were $1.51 per
MCF, seven percent below last year. In March, crude oil prices began to rise due
to worldwide production cutbacks and inventory declines.

Daily  production  for the first quarter of 1999 was  unchanged  from last year.
Decreased  production of 30,000 barrels per day, mostly as a result of separator
problems at the Captain  field,  in the U.K.  North Sea reduced  earnings by $10
million.  Production  increased  in the  Partitioned  Neutral  Zone and the U.K.
Galley field.

Exploratory  expenses for the first quarter were $76 million  before taxes,  $31
million higher than last year mostly due to an unsuccessful  exploratory well in
a new offshore area of Trinidad.

         Looking Forward in the Worldwide Upstream

We intend to  cost-effectively  explore for,  develop and produce  crude oil and
natural gas reserves,  despite the current low price  environment.  Our areas of
focus include the U.S. Gulf of Mexico,  the U.K.  North Sea,  Kazakhstan,  Latin
America and West Africa,  where we recently  announced two major oil discoveries
offshore Nigeria.

We expect $200 million in annual pre-tax cash expense savings from our worldwide
upstream  restructuring  program  announced  in November,  1998.  The program is
designed to place  greater  emphasis  on our  long-term  production  and reserve
growth,   and  to  address  the  need  for  streamlining   costs  and  improving
competitiveness.   These  savings  include  lower  people-related  expenses  and
operating expenses.
                                      - 9 -
<PAGE>

     REFINING, MARKETING AND DISTRIBUTION
         United States

Refining,  marketing and distribution earnings in the U.S. for the first quarter
of 1999 were $63 million as compared  with $47 million for the first  quarter of
1998.  We value  inventories  at the  lower  of cost or  market,  after  initial
recording  at cost.  Results  for the first  quarter of 1999  included a special
benefit of $8 million due to higher  inventory  values on March 31,  1999.  This
follows a  fourth-quarter  1998 charge of $34 million to reflect lower prices on
December 31, 1998 for inventories of crude oil and refined  products.  Inventory
valuation  adjustments  are  reversed  when  the  associated  physical  units of
inventory  are sold.  Excluding  this  special  benefit,  results  for the first
quarter of 1999 totaled $55 million.

We conduct our U.S. downstream  activities primarily through Equilon Enterprises
LLC, our western  alliance with Shell Oil Company,  and Motiva  Enterprises LLC,
our eastern alliance with Shell Oil Company and Saudi Refining, Inc.

During the quarter, Equilon's earnings benefited from improved refining margins.
Although West Coast  refining  margins were weak for the first two months due to
high inventory levels, they improved during March as a result of industry supply
disruptions.  The first quarter of 1999 also benefited  from the  realization of
synergies including reduced additive costs and higher utilization of proprietary
pipelines.

Motiva captured synergy benefits which  contributed to higher first quarter 1999
results.  The most  significant of these relate to marketing  staff and function
consolidation  and  hydrotreater  realignment  at the  Convent  refinery.  These
benefits,  together with higher gasoline  sales,  were somewhat offset by weaker
refinery  margins in 1999 due to warmer than normal  weather and high  inventory
levels.

         International

Refining,  marketing and  distribution  earnings  outside the U.S. for the first
quarter of 1999 were $220  million,  as compared with $182 million for the first
quarter of 1998.  We value  inventories  at the lower of cost or  market,  after
initial  recording  at cost.  Results for the first  quarter of 1999  included a
special benefit of $75 million due to higher inventory values at March 31, 1999.
This  follows a  fourth-quarter  1998  charge of $108  million to reflect  lower
prices on December 31, 1998 for  inventories of crude oil and refined  products.
Inventory valuation  adjustments are reversed when the associated physical units
of inventory are sold.  Excluding  this special  benefit,  results for the first
quarter of 1999 totaled $145 million.

International refining, marketing and distribution earnings before special items
for the first quarter of 1999  declined from 1998.  The decline was due to lower
operating earnings in our Caltex and Latin American areas of operations.  In our
Caltex  affiliate,  margins in Korea in the first quarter of 1998 benefited from
the partial  recovery of currency  losses  experienced  in the fourth quarter of
1997. After adjusting for currency effects,  Caltex operating income improved in
1999 due to  stronger  marketing  margins,  higher  sales  volumes  and  reduced
operating expenses.

Results in Latin America declined due to the margin impacts and currency effects
related to the weakening of the Brazilian  economy in the first quarter of 1999.
However,  margins  increased in West Africa,  Central  America and the Caribbean
this year,  which partly offset the events in Brazil.  Results in Europe were in
line with last year.

         Looking Forward in the Worldwide Downstream

We anticipate that our U.S. joint ventures with Shell and Saudi  Refining,  Inc.
will continue to lower costs and capture synergies.  We expect that our share of
these annual pre-tax cost  reductions  will be over $300 million.  These savings
include lower people-related  expenses and reductions in cash operating expenses
due to efficiencies. We will continue to expand our operations in Latin America.
In  addition,  we expect that our share of the annual  pre-tax cost savings from
the Caltex reorganization will be $25 million, representing lower people-related
expenses.


                                     - 10 -
<PAGE>

     GLOBAL GAS MARKETING

Global gas marketing earnings for the first quarter of 1999 were $12 million, as
compared with a loss of $9 million for the first quarter of 1998.

First  quarter  1999  results  benefited  from  improved  margins  in  our  U.S.
operations.  Additionally, our U.S. gas marketing results included a gain on the
sale of a gas gathering  pipeline.  We also recognized a gain on the sale of our
50 percent interest in our retail gas marketing operation in the United Kingdom.
This sale  successfully  completed  our exit from the U.K.  domestic  gas market
where we disposed of our wholesale business in late 1998.

We  anticipate  $20 million in annual  pre-tax  cost savings from the global gas
marketing  restructuring announced in November 1998. These savings include lower
people-related  expenses  and benefits  from our exiting the United  Kingdom gas
marketing business.

     OTHER BUSINESS UNITS

Results  for the first  quarter of 1999 were a loss of $6  million,  as compared
with  earnings of $2 million for the first quarter of 1998.  Our other  business
units  include   insurance   activity  and  power  generation  and  gasification
operations.

     CORPORATE/NON-OPERATING

Corporate/Non-operating charges for the first quarter of 1999 were $108 million,
as compared with charges of $119 million for the first quarter of 1998.

Corporate/Non-operating  results for the first  quarter of 1999  benefited  from
gains on the sale of marketable  securities.  Net interest expense for the first
quarter of 1999 was unchanged from last year.

We expect  annual  pre-tax cost savings of $60 million as a result of the fourth
quarter 1998 corporate center reorganization and other cost-cutting initiatives,
mainly lower people-related expenses and operating expenses.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Our cash, cash equivalents and short-term investments were $348 million at March
31, 1999, as compared with $271 million at year-end 1998.

During  1999,  our  operations  provided  cash of $162  million.  We  raised  an
additional  $175 million from net  borrowings and $326 million from net sales of
long-term investments.  Early collection of a note receivable from our affiliate
Equilon generated another $101 million. We spent $529 million on our capital and
exploratory  program and paid $248  million in common,  preferred  and  minority
interest dividends.

At March  31,  1999,  our ratio of total  debt to total  borrowed  and  invested
capital was 37.5%,  as compared with 36.8% at year-end  1998. At March 31, 1999,
our long-term debt included $2.05 billion of debt scheduled to mature within one
year,  which we have both the intent and  ability to  refinance  on a  long-term
basis.  During the first  quarter  of 1999,  our debt  activity  included a $400
million  borrowing  due 2009,  $242 million  issued under our  medium-term  note
program  and a $100  million  borrowing  associated  with  one of our  producing
interests located in the U.K. North Sea. In addition,  we reduced our commercial
paper by $643 million, to $974 million at March 31, 1999, while increasing other
debt  obligations  by $76 million.  During the first quarter of 1999, we entered
into $500 million of floating  rate pay interest rate swaps.  We maintain  $2.05
billion in revolving credit facilities,  which were unused at March 31, 1999, to
provide additional support for liquidity and our commercial paper program.




                                     - 11 -
<PAGE>

Subsequent to March 31, 1999, we established a new "shelf" registration for $1.5
billion,  and we issued $1  billion  from this  "shelf"  registration  under our
medium-term note program,  to refinance existing  short-term debt. In connection
with this  issuance,  we entered into $350 million of floating rate pay interest
rate swaps.  All floating rate swaps entered into to date in 1999 are indexed to
LIBOR.

We  consider  our  financial  position  to be  sufficiently  strong  to meet our
anticipated future financial requirements.

REORGANIZATIONS, RESTRUCTURINGS AND EMPLOYEE SEVERANCE PROGRAMS
---------------------------------------------------------------

In the fourth quarter of 1998, we announced  reorganizations  for several of our
operations and began implementing other cost-cutting initiatives to reduce costs
and  improve  focus in growth  areas.  The  principal  units  affected  were our
worldwide  upstream  operations;   our  global  gas  marketing  operations;  our
international downstream operations, principally our marketing operations in the
United  Kingdom  and Brazil and our  refining  operations  in Panama;  and,  our
corporate  center.  The  reorganizations  were completed by the end of the first
quarter of 1999.

We accrued  $115  million ($80  million,  net of tax) for employee  separations,
curtailment  costs  and  special  termination  benefits  associated  with  these
announced restructurings in the fourth quarter of 1998. The accrual included $56
million applicable to our worldwide upstream,  $5 million recorded by our global
gas marketing business,  $25 million applicable to our international  downstream
areas,  and $29  million  for our  corporate  center.  The costs  related to the
severance  programs are  reflected  in the  Statement  of  Consolidated  Income,
primarily as an increase in operating  expenses.  At the time we announced these
programs,  we  estimated  that over  1,400  employee  reductions  would  result.
Employee  reductions of approximately 800, 100, 300 and 200,  respectively,  are
expected  in  our  worldwide  upstream,  global  gas  marketing,   international
downstream areas and corporate  center. At the end of the first quarter of 1999,
we have not made changes to these  estimates.  Through March 31, 1999,  employee
reductions  totaled 424, 51, 160 and 219 in our worldwide  upstream,  global gas
marketing,  international  downstream areas and corporate center,  respectively.
Almost all of the remaining  employees will be leaving during the second quarter
of this year. Of the $115 million commitment  recorded during the fourth quarter
of 1998,  payments of $8  million,  $1  million,  $12  million and $13  million,
respectively,  have been recorded against the expense accrual related to each of
our four restructuring initiatives.  We will pay the remaining benefit liability
of $81 million  (worldwide  upstream - $48  million;  global gas  marketing - $4
million;  international  downstream - $13 million;  and,  corporate center - $16
million) in future periods in accordance with plan provisions.

CAPITAL AND EXPLORATORY EXPENDITURES
------------------------------------

Capital and exploratory  expenditures were $669 million for the first quarter of
1999, compared with $967 million for the same period in 1998.

While U.S.  upstream  spending  slowed  considerably,  we  continued to focus on
platform  construction  in the Gulf of  Mexico  and  developmental  drilling  in
California.  Internationally,   increased  exploratory  activity,  primarily  in
Trinidad and  Colombia,  and  developmental  work in the U.K.  North Sea Captain
field  were  more than  offset  by lower  spending  in  Eurasia  where we made a
significant investment in the Karachaganak project in the first quarter of 1998.

Downstream  activities also decreased  following refinery project completions in
the U.S. and the slowing of  re-imaging  and brand  initiatives  in the U.S. and
Caltex areas of  operation.  We also spent less on a gas pipeline  project which
incurred peak  expenditures in 1998. Other  operations  reflected an increase in
spending for an Indonesian cogeneration facility.



                                     - 12 -
<PAGE>


EURO CONVERSION
---------------

On  January  1,  1999,  11 of the 15  member  countries  of the  European  Union
established  fixed conversion rates between their existing legacy currencies and
one  common  currency--the  euro.  The euro  began  trading  on  world  currency
exchanges  and may be used in  business  transactions.  On January 1, 2002,  new
euro-denominated  bills and coins will be issued,  and legacy currencies will be
completely withdrawn from circulation by June 30 of that year.

Prior to  introduction of the euro, our operating  subsidiaries  affected by the
euro conversion  completed  computer  systems  upgrades and fiscal and legal due
diligence to ensure our euro readiness.  While remaining systems adaptations and
legal due diligence reviews are ongoing, all our operating  subsidiaries had the
capability to comply with necessary business  requirements and customer/supplier
preferences with the introduction of the euro on January 1, 1999. We, therefore,
experienced no major impact to our current business operations.

We are currently reviewing our marketing and operational policies and procedures
to ensure our  ability to continue  to  successfully  conduct all aspects of our
business  in this  new,  price-transparent  market.  We  believe  that  the euro
conversion will not have a material adverse impact on our financial condition or
results of operations.

YEAR 2000
---------

On  pages  39 and 40 of our  1998  Annual  Report,  we  discussed  our  state of
readiness and our costs,  risks and contingency plans for dealing with potential
year 2000 (Y2K) date change problems.  We reported that approximately 95% of the
computers and computer  software involved in corporate  financial  applications,
and about 5% of our industrial automation systems used in refineries,  lubricant
and gas plants and oil well operations needed  modification or upgrade.  We have
not identified any material  additional Y2K risks that we did not discuss in our
1998  Annual  Report.  We continue  to believe  that the worst case  scenario we
described  in our 1998  Annual  Report is not  likely to occur.  However,  if it
occurs, Y2K failures,  if not corrected on a timely basis or otherwise mitigated
by our contingency plans, could have a material adverse effect on our results of
operations, liquidity and overall financial condition.

As of the end of the  first  quarter  of 1999,  we  completed  modifications  or
upgrading  to  98%  of  the  corporate  financial  applications  and  99% of the
industrial  automation  systems  that  required  such  work.  We are not able to
complete a small  percentage of upgrades until our vendors  provide the required
equipment.  We expect to complete the last of these  upgrades by July,  1999. If
these  upgrades are delayed beyond that date, we will use  contingency  plans to
work  around  any  non-compliant   systems  or  seek  alternative   vendors,  as
appropriate.  We are approximately 80% through the effort required to review our
critical suppliers and customers and develop contingency plans, as required.  If
we cannot satisfy ourselves that these critical  suppliers and customers will be
able to operate in 2000, we will seek alternatives and/or use contingency plans.

We are also  evaluating  the  business  resumption  plans of all of our business
units for any Year 2000 issues.  This effort is approximately  80% complete.  We
expect to complete the testing of these plans by July, 1999.

During the first of quarter  1999,  we spent $7 million in readying  our systems
for Y2K,  bringing  our  total  spent to date to $44  million.  We  continue  to
estimate  that our costs to ready our  systems  for Y2K will be no more than $75
million.



                                   * * * * * *




                                     - 13 -

<PAGE>

FORWARD-LOOKING STATEMENTS
--------------------------

Portions of the foregoing discussion of RESULTS OF OPERATIONS;  REORGANIZATIONS,
RESTRUCTURINGS AND EMPLOYEE SEVERANCE PROGRAMS; EURO CONVERSION;  and, YEAR 2000
contain  "forward-looking  statements"  within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934.
These  statements  are  based  on  our  current   expectations,   estimates  and
projections.  Therefore,  they could ultimately prove to be inaccurate.  Factors
which could affect our  expectations  for  worldwide  crude oil  production  and
downstream  margins in 1999 are changes in business  conditions,  such as energy
prices,  world  economic  conditions,  demand growth and inventory  levels.  The
extent and timing of our anticipated  cost savings and  reorganization  programs
will depend upon worldwide and industry economic conditions.  Factors that could
alter the financial  impact of our euro conversion  include:  changes in current
governmental regulations and interpretations of such regulations;  unanticipated
implementation  costs;  and the effect of the euro  conversion on product prices
and margins.  Factors that could affect our ability to be Year 2000 compliant by
the end of 1999 include: the failure of our customers,  suppliers,  governmental
entities and others to achieve  compliance and the inaccuracy of  certifications
received  from them;  our  inability to identify and  remediate  every  possible
problem; and a shortage of necessary  programmers,  hardware and software. For a
further  discussion  of  additional  factors that could cause actual  results to
materially differ from those in the forward-looking statements,  please refer to
the section entitled "Forward-Looking Statements and Factors That May Affect Our
Business" in our 1998 Annual Report on Form 10-K.










                                     - 14 -
<PAGE>



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings
-------------------------

     We have provided information about legal proceedings pending against Texaco
in Note 4 to the Consolidated Financial Statements of this Form 10-Q and in Item
3 of our 1998 Annual Report on Form 10-K. Note 4 of this Form 10-Q and Item 3 of
our 1998 Form 10-K are incorporated here by reference.

     The  Securities  and  Exchange  Commission  ("SEC")  requires  us to report
proceedings  that were instituted or  contemplated  by governmental  authorities
against  us  under  laws  or  regulations  relating  to  the  protection  of the
environment.  None of these proceedings is material to our business or financial
condition.  Following  is a  brief  description  of two  proceedings  that  were
instituted during the first quarter of 1999.

o    By letter dated March 3, 1999, the San Joaquin Valley Unified Air Pollution
     Control District demanded  penalties of $1.4 million for alleged violations
     of that  agency's  air  quality  regulations  at our  producing  fields  in
     Bakersfield, California. We are contesting the allegations.

o    In  January,  1999,  the U.S.  Department  of  Justice  filed  suit in U.S.
     District  Court in Nevada  against  Nevada  Cogeneration  Associates #1 and
     Nevada Cogeneration Associates #2. Each defendant is a partnership in which
     we hold a 50%  interest.  The suit seeks up to $230  million  in  penalties
     under the Clean Air Act for alleged emissions from cogeneration  facilities
     in Clark County, Nevada. The partnerships are contesting the allegations.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

We held our Annual Meeting of Stockholders on April 27, 1999, for the purpose of
(1) electing five directors, (2) approving the appointment of auditors for 1999,
(3) approving an amendment to our Certificate of Incorporation,  (4) acting on a
stockholder proposal relating to an independent chairperson, and (5) acting on a
stockholder  proposal relating to classification of our Board of Directors.  The
following summarizes the voting results:

Item (1). Stockholders elected Michael C. Hawley, Charles R. Shoemate,  Robin B.
Smith and William C. Steere,  Jr.,  each for a three-year  term  expiring at the
2002 Annual  Meeting and A. Charles  Baillie for a one-year term expiring at the
2000 Annual Meeting. The vote for each director was as follows:

<TABLE>
<CAPTION>
                    Director                     Votes For                % of Vote               Votes Withheld
                    --------                     ---------                ---------               --------------
<S>                                                <C>                        <C>                     <C>      
                    A. Charles Baillie             462,020,776                98.3%                   8,033,299
                    Michael C. Hawley              461,982,045                98.3%                   8,072,030
                    Charles R. Shoemate            462,303,914                98.4%                   7,750,161
                    Robin B. Smith                 461,296,502                98.1%                   8,757,573
                    William C. Steere, Jr.         462,023,036                98.3%                   8,031,039
</TABLE>

Directors  continuing  in office  were Peter I. Bijur,  Mary K. Bush,  Edmund M.
Carpenter,  Franklyn G. Jenifer,  Sam Nunn,  Charles H. Price,  II and Thomas A.
Vanderslice.

Item (2). The  appointment  of Arthur  Andersen LLP to audit the accounts of the
company and its subsidiaries for the fiscal year 1999 was approved.

<TABLE>
<CAPTION>
                    Votes For (% of voted)              Votes Against (% of voted)                 Abstained
                    ----------------------              --------------------------                 ---------
<S>                     <C>         <C>                         <C>       <C>                         <C>      
                        464,538,299 (99.3%)                     3,321,596 (0.7%)                      2,194,180
</TABLE>




                                     - 15 -
<PAGE>

Item  (3).  The  proposal  to  approve  an  amendment  to  our   Certificate  of
Incorporation  to increase  the number of  authorized  shares of Common Stock of
Texaco  Inc.  from 700  million to 850  million  was  approved.  Results  are as
follows:

<TABLE>
<S>                                                                                     <C>          <C>    
                  Common and Series B For                                               444,452,793  (80.5%)
                  (% of issued and outstanding Common and Series B)

                  Common and Series B Against                                            22,850,471   (4.1%)
                  (% of issued and outstanding Common and Series B)

                  Common and Series B Abstained                                           2,750,811

                  Common For                                                            430,239,176  (80.3%)
                  (% of issued and outstanding Common)

                  Common Against                                                         20,838,684   (3.9%)
                  (% of issued and outstanding Common)
</TABLE>

Item (4). The stockholder  proposal relating to an independent  chairperson was
rejected.

<TABLE>
<CAPTION>
                    Votes For (% of voted)              Votes Against (% of voted)                 Abstained
                    ----------------------              --------------------------                 ---------
<S>                     <C>        <C>                         <C>         <C>                      <C>      
                        87,213,428 (22.1%)                     306,855,079 (77.9%)                  7,716,299
</TABLE>

Item (5). The stockholder  proposal relating to the  classification of the Board
of Directors was rejected.

<TABLE>
<CAPTION>
                    Votes For (% of voted)              Votes Against (% of voted)                 Abstained
                    ----------------------              --------------------------                 ---------
<S>                     <C>         <C>                        <C>         <C>                      <C>      
                        192,364,198 (48.7%)                    202,789,184 (51.3%)                  6,636,225
</TABLE>



Item 5. Other Information
-------------------------
<TABLE>
<CAPTION>
                                                                                                     (Unaudited)
                                                                                              -----------------------
                                                                                                For the three months
                                                                                                   ended March 31,
                                                                                              -----------------------
                                                                                              1999               1998
                                                                                              ----               ----
                                                                                                (Millions of dollars)
<S>                                                                                            <C>               <C>  
CAPITAL AND EXPLORATORY EXPENDITURES
Exploration and production
         United States                                                                         $256              $ 442
         International                                                                          222                290
                                                                                               ----              -----
           Total                                                                                478                732
                                                                                               ----              -----
Refining, marketing and distribution
         United States                                                                           73                 88
         International                                                                           77                 99
                                                                                               ----              -----
           Total                                                                                150                187
                                                                                               ----              -----

Global gas marketing                                                                             11                 34
                                                                                               ----              -----
           Total operating segments                                                             639                953

Other business units                                                                             30                 14
                                                                                               ----              -----

           Total                                                                               $669              $ 967
                                                                                               ====              =====
</TABLE>



                                     - 16 -

<PAGE>

<TABLE>
<CAPTION>
                                                                                                           (Unaudited)
                                                                                                      --------------------
                                                                                                      For the three months
                                                                                                         ended March 31,
                                                                                                      --------------------
                                                                                                      1999            1998
                                                                                                      ----            ----
<S>                                                                                                  <C>            <C>   
OPERATING DATA

Exploration and Production

United States
     Net production of crude oil and natural
         gas liquids (000 BPD)                                                                          406            452
     Net production of natural gas - available
         for sale (000 MCFPD)                                                                         1,487          1,738
                                                                                                     ------         ------
                  Total net production (000 BOEPD)                                                      654            742

     Natural  gas sales (000 MCFPD)                                                                   3,579          3,882

     Average U.S. crude (per bbl)                                                                    $ 9.11         $11.78
     Average U.S. natural gas (per mcf)                                                              $ 1.79         $ 2.14
     Average WTI (Spot) (per bbl)                                                                    $13.15         $15.92
     Average Kern (Spot) (per bbl)                                                                   $ 7.65         $ 8.89

International
     Net production of crude oil and natural
         gas liquids (000 BPD)
         Europe                                                                                         130            158
         Indonesia                                                                                      180            155
         Partitioned Neutral Zone                                                                       116            108
         Other                                                                                           67             70
                                                                                                     ------         ------
              Total                                                                                     493            491
     Net production of natural gas - available
         for sale (000 MCFPD)
         Europe                                                                                         286            258
         Colombia                                                                                       153            208
         Other                                                                                          111            123
                                                                                                     ------         ------
             Total                                                                                      550            589
                                                                                                     ------         ------

                  Total net production (000 BOEPD)                                                      585            589

     Natural gas sales (000 MCFPD)                                                                      565            777

     Average International crude (per bbl)                                                           $ 9.88         $11.95
     Average International natural gas (per mcf)                                                     $ 1.51         $ 1.62
     Average U.K. natural gas (per mcf)                                                              $ 2.64         $ 2.65
     Average Colombia natural gas (per mcf)                                                          $  .65         $  .91
Worldwide
     Total worldwide net production (MBOEPD)                                                          1,239          1,331

</TABLE>



                                     - 17 -

<PAGE>

<TABLE>
<CAPTION>
                                                                                                           (Unaudited)
                                                                                                      --------------------
                                                                                                      For the three months
                                                                                                         ended March 31,
                                                                                                      --------------------
                                                                                                      1999            1998
                                                                                                      ----            ----
<S>                                                                                                   <C>            <C>  
OPERATING DATA

Refining, Marketing and Distribution

United States
     Refinery input (000 BPD)
         Equilon area                                                                                   365            374
         Motiva area                                                                                    302            313
                                                                                                      -----          -----
              Total                                                                                     667            687

     Refined product sales (000 BPD)
         Equilon area                                                                                   596            532
         Motiva area                                                                                    355            333
         Other operations                                                                               307            234
                                                                                                      -----          -----
              Total                                                                                   1,258          1,099
International
     Refinery input (000 BPD)
         Europe                                                                                         368            374
         Caltex area                                                                                    438            437
         Latin America/West Africa                                                                       71             57
                                                                                                      -----          -----
              Total                                                                                     877            868

     Refined product sales (000 BPD)
         Europe                                                                                         638            564
         Caltex area                                                                                    672            593
         Latin America/West Africa                                                                      479            428
         Other                                                                                          103             49
                                                                                                      -----          -----
              Total                                                                                   1,892          1,634
</TABLE>


                                     - 18 -

<PAGE>

Item 6. Exhibits and Reports on Form 8-K
----------------------------------------


(a)  Exhibits

     --    (3.1) Copy  of   Restated  Certificat   of  Incorporation  of  Texaco
                 Inc.,  as amended to and  including  April 27, 1999,  including
                 Certificate of Designations, Preferences and Rights of Series B
                 ESOP Convertible Preferred Stock, Series D Junior Participating
                 Preferred  Stock  and  Series  G,  H,  I and J  Market  Auction
                 Preferred Shares.

     --    (3.2) Copy of  By-Law   of Texaco Inc.,  as  amended to and including
                 April 27, 1999.

     --     (11) Computation of Earnings Per Share of Common Stock.

     --     (12) Computation of Ratio of Earnings to Fixed Charges  of Texaco on
                 a Total Enterprise Basis.

     --     (20) Copy  of  Texaco  Inc.'s  Annual  Report  on  Form 10-K for the
                 fiscal  year ended  December  31, 1998  (including  portions of
                 Texaco Inc.'s Annual Report to Stockholders for the year 1998),
                 as previously  filed by the Registrant  with the Securities and
                 Exchange Commission, File No. 1-27.

     --     (22) Information  relative  to  the  various  matters submitted to a
                 vote of security  holders are  described on pages 10 through 18
                 of the 1999 Proxy  Statement  of Texaco  Inc.,  relating to the
                 Annual  Meeting  of  Stockholders  held on April 27,  1999,  as
                 previously  filed by the  Registrant  with the  Securities  and
                 Exchange Commission, File No. 1-27.

     --     (27) Financial Data Schedule for the three months ended March 31,
                 1999.



b)   Reports on Form 8-K:

     During the first quarter of 1999, we filed Current  Reports on Form 8-K for
     the following events:

     1.   January 8, 1999

          Item 5. Other Events -- reported that Texaco issued a Press Release to
          announce a reduction in its 1999 capital and exploratory spending plan
          and  acceleration  of its cost reduction  program.  Texaco also issued
          another Press Release to announce fourth quarter, 1998 charges.

     2.   January 26, 1999

          Item 5. Other Events -- reported that Texaco issued an Earnings  Press
          Release for the fourth quarter and year 1998.









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<PAGE>

                                   SIGNATURES
                                   ----------



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                                                Texaco Inc.
                                                          ---------------------
                                                               (Registrant)




                                                By:            G.J. Batavick
                                                          ---------------------
                                                               (Comptroller)




                                                By:             R.E. Koch
                                                          ---------------------
                                                          (Assistant Secretary)




Date:    May 14, 1999
         ------------












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